Albemarle Corp PRE 14A, filed Mar 11, 2026

Albemarle Corp (ALB)

PRE 14A 2026-03-11 For: 2025-12-31

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Added on October 27, 2026

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x						Preliminary Proxy Statement

						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

						Definitive Proxy Statement

						Definitive Additional Materials

						Soliciting Material Under Rule 14a-12


AGENDA		Board Vote Recommendation	For Further Details
1	Election of the ten nominees named in the Proxy Statement to serve as directors for the ensuing year	"FOR" each director nominee	Page 8
2	Advisory vote to approve the compensation of our named executive officers	"FOR"	Page 32
3	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for year ending December 31, 2026	"FOR"	Page 90
4	Amendment to the Company’s Amended and Restated Articles of Incorporation to remove supermajority provisions related to affiliated transactions	"FOR"	Page 93
5	Approval of the Albemarle Corporation 2026 Incentive Plan	"FOR"	Page 96
6	Shareholder proposal regarding shareholder ability to call a special meeting, if properly presented	"AGAINST"	Page 106


			By Order of the Board of Directors

			Ander C. Krupa
			Senior Vice President, General Counsel
			and Corporate Secretary
			March 24, 2026


PROXY STATEMENT SUMMARY	1	CDA Highlights	35
PROPOSAL 1 – ELECTION OF DIRECTORS	8	Company Overview	35
Summary of Director Nominee Qualifications, Experience and Background	9	2025 Compensation Program Highlights	38
Director Nominees	10	Executive Compensation Framework	43
Corporate Governance	15	Executive Compensation Management	46
Process for Selecting Directors	15	2025 Compensation Decisions and Outcomes	50
Director Candidate Recommendations and Nominations by Shareholders	16	Other Compensation-Related Policies	62
Director Independence	16	Compensation Committee Report	66
Director Continuing Education	17	Compensation Tables and Other Information	67
Director Retirement Policy	17	Summary Compensation Table	67
Attendance at Annual Meeting	17	Grants of Plan-Based Awards	72
Board Meetings	17	Outstanding Equity Awards and Fiscal Year-End	75
Meetings of Non-Employee Directors	17	Option Exercises and Stock Vested	77
Board and Committee Evaluations	18	Retirement Benefits	78
Board Leadership Structure	18	Potential Payments Upon Termination	79
Risk Oversight	19	Equity Compensation Plan Information	84
Sustainability Oversight	20	CEO Pay Ratio	84
Human Capital Management	21	SEC Disclosure on Pay Versus Performance	86
Cybersecurity Oversight	22	PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	90
Committees of the Board of Directors	23	Fees Billed by PwC	90
Certain Relationships and Related Transactions	25	Audit & Finance Committee Pre-Approval Policy	90
Director Compensation	26	Audit & Finance Committee Report	92
Annual Compensation	26	PROPOSAL 4 – APPROVAL OF AMENDMENT TO THE COMPANY'S CHARTER	93
Deferred Compensation	27	PROPOSAL 5 – APPROVAL OF THE ALBEMARLE CORPORATION 2026 INCENTIVE PLAN	96
Other Benefits and Perquisites	27	PROPOSAL 6 – SHAREHOLDER PROPOSAL	106
Director Share Ownership Guidelines	28	Q&As About this Proxy Statement and the Annual Meeting	108
Director Compensation Table	28	Shareholder Proposals	115
Share Ownership	29	Other Matters	116
Principal Shareholders	29	Important Notice Regarding the Internet Availability of Proxy Materials	116
Directors and Executive Officers	30	Summary of Defined Terms	117
Delinquent Section 16(a) Reports	31	EXHIBITS	118
PROPOSAL 2 – ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION	32	Exhibit A. Text of the Proposed Charter Amendment	119
Compensation Discussion and Analysis	33	Exhibit B. The Albemarle Corporation 2026 Incentive Plan	121
Letter from the Exec Compensation & Talent Development Committee	33	Exhibit C. Reconciliation of Non-GAAP Financial Measures	142
2025 Named Executive Officers	34


Board of Directors
• Annual election of Directors			• Resignation policy for Directors not receiving a majority vote
• Independent Board, except CEO			• Lead Independent Director with substantive responsibilities
• 100% independent standing Board Committees			• Regular executive sessions of independent Directors
• Continuing director education			• Director retirement requirement at age 72
• Attendance of at least 95% of Board and applicable Committee meetings held in 2025 by each Director			• Oversight of key business risks by Board and Committees
• Annual Board and Committee evaluation process			• Authority to retain independent advisors
• Clawback policies applicable to annual and long-term incentive compensation			• Anti-hedging and pledging policies for Directors and insiders
• No shareholder rights plan (i.e. poison pill)			• Annual Say-on-Pay vote
• Robust, director-led shareholder engagement program			• Share ownership guidelines for Directors and executives
• Board oversight of sustainability and corporate responsibility initiatives, including employee safety			• Mandatory IT security training for employees as part of comprehensive Cybersecurity Program


Filed by the Registrant			X

Filed by a Party other than the Registrant


X						No fee required.

						Fee paid with preliminary materials.

						Fee computed on table on exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Independent Age: 68 Director Since: 2017 Committees: •Audit & Finance •Governance & Public Policy						M. LAUREN BRLAS Ms. Brlas retired from the Newmont Mining Corporation (“Newmont”), a global gold company and producer of copper, silver, zinc, and lead, in December 2016. Ms. Brlas joined Newmont in 2013 and served as Executive Vice President and Chief Financial Officer until October 2016. From 2006 through 2013, Ms. Brlas held various positions of increasing responsibility with Cleveland-Cliffs Inc., a North American producer of iron ore and steel, where ultimately she served as Chief Financial Officer and then as Executive Vice President and President, Global Operations. Attributes and Skills: Ms. Brlas brings significant operational and financial executive leadership experience, including in the natural resources industry, to our Board. This executive leadership experience as well as Ms. Brlas’ extensive background in financial and governance matters supports her re-election to our Board. Other Public Company Directorships: •Autoliv, Inc. (a developer, manufacturer, and marketer of airbags, seatbelts, and steering wheels), 2020 – current •Graphic Packaging International, LLC (a producer of paper-based packaging solutions), 2019 – current •Constellation Energy Corporation (an energy provider), 2022 – 2024 •Exelon Corporation (an energy provider), 2018 – 2022

Independent Age: 64 Director Since: 2026 Committees: •Audit & Finance •Governance & Public Policy						MICHELLE T. COLLINS Michelle T. Collins is a former Vice Chair, Senior Audit Partner, and National Automotive Sector Leader for Deloitte & Touche LLP. Ms. Collins joined Deloitte & Touche in 1984, where she served as an audit partner working with Deloitte’s largest global audit clients from 1996 until her recent retirement. She also served as a Senior Partner, consulting with large global clients in the automotive, manufacturing, and consumer industries. Ms. Collins also was a member of the Deloitte & Touche US Board of Directors for six years where she served as Vice Chair, Chair of the Finance and Audit Committee, and Chair of the Governance Committee. Attributes and Skills: Ms. Collins brings a wealth of leadership experience to the Board, honed over 40 years of distinguished service in audit and advisory roles. Ms. Collins’ public company board experience and significant knowledge in the areas of audit, financial accounting and reporting, cybersecurity and technology, governance, business transformation, and enterprise risk management supports her re-election to our Board. Other Public Company Directorships: •Owens Corning (a manufacturer and distributor of residential and commercial building products), 2024 - present •Deluxe Corp. (a payments and data company), 2025 - present


Independent Age: 60 Director Since: 2022 Committees: •Audit & Finance •Safety, Sustainability, Operations & Capital						RALF H. CRAMER Mr. Cramer has served as Industry Advisor/Consultant at Knowledge Experienced, an automotive and industrial consulting company, since 2018. He has also served as a Senior Consultant at Shenzhen Shentou Investment Co Ltd., a cross-border M&A consultancy and investment company, since 2018. Mr. Cramer has served on the boards of directors Knorr-Bremse Truck, a subsidiary of Knorr-Bremse A.G., a braking system manufacturer, from December 2018 to June 2025, and Coperion GmbH, a subsidiary of Hillenbrand Group, a technology provider for plastics industry, since Jan 2024. Mr. Cramer served on the board of directors of Metalsa S.A., an automotive solutions provider, from May 2019 to May 2024, on the board of directors of BBS Automation GmbH, an automation solutions provider, from May 2018 to October 2023, as an Executive Board Member of Continental AG, which develops technologies and services for mobility of people and goods, from 2009 to 2017, and as President, Global Division Chassis & Safety from 2008 to 2013. Mr. Cramer also served as President and CEO of Continental China, an automotive component manufacturer, from 2013 to 2017. Attributes and Skills: Mr. Cramer’s executive experience with multinational companies in the automotive industry and manufacturing operations, as well as his deep experience in China and interactions with Chinese industry leaders, brings an international business perspective to our Board. Mr. Cramer’s extensive knowledge of the global automotive industry and operational, financial, and international leadership experience supports his re-election to our Board.

Age: 65 Director Since: 2015 Chairman Since: 2020						J. KENT MASTERS, JR. Mr. Masters has served as Chairman and CEO of Albemarle since 2020. He joined the Albemarle Board of Directors in 2015 and served as Lead Independent Director from 2018 to April 2020. Prior to joining Albemarle, Mr. Masters served as Chief Executive Officer of Foster Wheeler AG, a global engineering and construction contractor and power equipment supplier, from 2011 to 2014, when Foster Wheeler AG was acquired by Amec plc to form Amec Foster Wheeler plc. Attributes and Skills: Mr. Masters brings extensive global business experience across industries critical to Albemarle's strategy, including engineering and construction, power equipment, and industrial gases. Mr. Masters’ public company leadership experience combined with his prior experience in the lithium industry and former service on the board of directors for Rockwood Holdings, Inc., further supports his re-election to our Board.


Independent Age: 69 Director Since: 2019 Committees: •Audit & Finance (Chair) •Governance & Public Policy						GLENDA J. MINOR Ms. Minor has served as Chief Executive Officer and Principal of Silket Advisory Services, a privately owned consulting firm advising companies on financial, strategic and operational initiatives, since 2016. Prior to Silket, she served as Senior Vice President and Chief Financial Officer of Evraz North America Limited, a North American steel manufacturer from 2010 to 2016. Ms. Minor also served as Vice President, Finance, Controller, Chief Accounting Officer, and General Auditor of Visteon Corporation, a global technology company that designs, engineers, and manufactures cockpit electronics and connected car solutions, from 2000 to 2010. She has also served on the board of the Capital Area United Way since 2020. Attributes and Skills: Ms. Minor brings extensive financial and international leadership experience across different industries and different continents to our Board. Ms. Minor’s financial and international leadership experience as well as her in-depth understanding of the preparation and analysis of financial statements and her experience in capital market transactions, accounting, treasury, investor relations, financial and strategic planning, and business expansion supports her re-election to our Board. Other Public Company Directorships: •Kaiser Aluminum, Inc. (a manufacturer and seller of specialty aluminum mill products) 2025 - current •Curtiss-Wright Corporation (a global provider of products and services in the aerospace & defense and industrial markets), 2019 – current •Radius Recycling, Inc. (a global provider in the metals recycling industry and a manufacturer of finished steel products), 2020 - 2025

Independent Age: 62 Director Since: 2018 Committees: •Executive Compensation & Talent Development (Chair) •Governance & Public Policy						DIARMUID B. O'CONNELL Mr. O'Connell served as Chief Strategy Officer of Fair Financial Corp., an automotive leasing fintech company, from 2018 to 2019. Prior to Fair Financial, Mr. O’Connell served as Vice President, Corporate & Business Development at Tesla Motors Inc., an American electric vehicle manufacturer, energy storage company, and solar panel manufacturer, from 2010 to 2017 and Vice President, Business Development from 2006 to 2010. Mr. O’Connell served as Chief of Staff, Bureau of Political Military Affairs at the U.S. Department of State from 2003 to 2006. Attributes and Skills: Mr. O'Connell brings experience in the electric vehicle and energy storage industry as well as valuable perspectives on global applications of alternative energy that provide insights into the end uses of our products to our Board. This industry knowledge as well as Mr. O'Connell’s background in marketing, government relations, operations, and manufacturing supports his re-election to our Board. Other Public Company Directorships: •Dana Incorporated (a global manufacturer in drivetrain and e-Propulsion systems), 2018 – current •Volvo Car AB (a company that designs, manufactures, and supplies automobiles), 2021 – current •Tech and Energy Transition Corporation (a special purpose acquisition company), 2021 – 2023


Independent Age: 65 Director Since: 2013 Lead Independent Director since: 2025 Committees: •Audit & Finance •Governance & Public Policy						GERALD A. STEINER Mr. Steiner co-founded and served as CEO from 2015 to 2021 and as Executive Chairman of CoverCress, Inc., a company developing a new crop for renewable fuels, from 2021 until its acquisition in 2022. Mr. Steiner founded in 2014 and continues to serve at Alta Grow Consulting LLC, a business consulting firm. Mr. Steiner also has served as Executive Chair of Pluton BioSciences, an agricultural microbials company, since February 2023, as well as serving as an independent board member and consulting for other AgTech startup companies. Prior to Alta Grow Consulting, he served as Executive Vice President, Sustainability and Corporate Affairs at Monsanto Company, a leading global provider of agricultural products for farmers, from 2003 to 2014 and Head of Corporate Strategy prior to that time. Among other roles, Mr. Steiner has also served at the following organizations: •Chairman, 2012 – 2014, and board member, 2003 – 2014, Food and Agriculture Section of BIO (Biotechnology Industry Organization) •Chairman, 2012 – 2013, board member, 2014, and Trustee Emeritus, 2015 – current, The Keystone Center (a policy center for agriculture, early childhood education, and energy for rural communities) •Co-founder, Field to Market (an agricultural sustainability organization); Executive Chairman of Stony Creek Colors (a plant-based dyes company) since 2021 Attributes and Skills: Mr. Steiner brings extensive experience in the renewable fuels and agricultural industry to our Board. This industry experience as well as Mr. Steiner’s extensive experience in government affairs, global business, and strategy supports his re-election to our Board.

Independent Age: 67 Director Since: 2019 Committees: •Executive Compensation & Talent Development •Safety, Sustainability, Operations & Capital (Chair)						HOLLY A. VAN DEURSEN Ms. Van Deursen served as Group Vice President, Petrochemicals, at BP plc, a global provider of heat, light and mobility products and services. She joined the company in 1989 and held various senior executive management roles before retiring as a member of the top-forty executive management team in 2005. Ms. Van Deursen has twenty-five years of experience in the chemical, oil, and energy industries, including various engineering, manufacturing, and product development roles for Dow Corning Corporation, a chemical and plastics manufacturer and supplier. Attributes and Skills: Ms. Van Deursen brings extensive experience to our Board in the chemical, industrial, and contract manufacturing sectors, including from her previous service as a director for companies in oilfield services and diversified industrial and packaging sectors. Ms. Van Deursen’s experience across sectors as well as her service in executive roles in business management, business development, and mergers & acquisitions in the U.S. and globally supports her re-election to our Board. Other Public Company Directorships: •Kimball Electronics Inc. (a global contract manufacturer of durable goods electronics serving a variety of industries), 2019 – current •Synthomer plc (a global supplier of acrylic and vinyl emulsions and specialty polymers), 2018 – current •Capstone Green Energy Corporation (a global producer of highly efficient, low-emission, resilient microturbine energy systems), Chair 2017 – 2020; director 2007 – 2021 •Enerpac Tool Group (formerly Actuant Corporation) (a diversified industrial company), 2008 – 2020


Independent Age: 60 Director Since: 2026 Committees: •Executive Compensation & Talent Development •Safety, Sustainability, Operations & Capital						MARK R. WIDMAR Mr. Widmar has served as the Chief Executive Officer of First Solar since July 2016. He joined First Solar in April 2011 as Chief Financial Officer and also served as First Solar’s Chief Accounting Officer from February 2012 through June 2015. Prior to joining First Solar, Mr. Widmar served as Chief Financial Officer of GrafTech International Ltd., a leading global manufacturer of advanced carbon and graphite materials, from May 2006 through March 2011. Prior to joining GrafTech, Mr. Widmar served as Corporate Controller of NCR Inc. from 2005 to 2006 and was a Business Unit Chief Financial Officer for NCR from November 2002 until 2006. He also served as a Division Controller at Dell, Inc. from August 2000 to November 2002. Mr. Widmar began his career in 1987 as an accountant with Ernst & Young. Attributes and Skills: Mr. Widmar has significant public company executive experience, having served in a number of senior level executive positions at global companies. His public company management and board experience, knowledge in the areas of global and emerging markets, geopolitics and government affairs, operations, supply chain, and executive compensation supports his re-election to our Board. Other Public Company Directorships: •First Solar, Inc. (a global provider of solar energy solutions), 2016 - present


Independent Age: 69 Director Since: 2015 Committees: •Executive Compensation & Talent Development •Governance & Public Policy (Chair)						ALEJANDRO D. WOLFF Mr. Wolff served as Managing Director of Gryphon Partners LLC, a global advisory firm focused on frontier markets, from 2014 to 2016. Prior to Gryphon, he served as U.S. Ambassador to Chile from 2010 to 2013 and U.S. Ambassador to the United Nations from 2005 to 2010. Mr. Wolff has thirty-three years of service in the U.S. Department of State, including service in Algeria, Morocco, Chile, Cyprus, the U.S. Mission to the European Union in Brussels, and as Deputy Chief of Mission and Charge d’Affaires in France. Attributes and Skills: Mr. Wolff brings expertise in international political, economic, and commercial affairs to our Board. This expertise, as well as Mr. Wolff’s lithium industry experience (including his prior service on the board of directors for Rockwood Holdings, Inc.), supports his re-election to our Board. Other Public Company Directorships: •Frontier Group Holdings, Inc. (the holding company of Frontier Airlines, an ultra-low cost airline), 2019 – current •PG&E Corporation / Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), 2019 – 2020 •Versum Materials, Inc. (an electronic materials company), 2016 – 2019


1	Evaluation Questionnaires	• Provides a formal opportunity for Directors to reflect on and evaluate performance and operation of the Board and each of its Committees
		• Solicits candid feedback from each Director regarding the effectiveness of the Board and each of its Committees
2	Individual Interviews	• LID has an in-depth conversation with each Director to discuss further individual feedback

3	Review of Feedback	• LID reviews self-evaluations and interview responses with Chairs of each Committee and with the Governance & Public Policy Committee
		• LID reviews self-evaluations and interview responses with full Board in executive session
4	Use of Feedback	• Each Committee develops recommendations based on feedback
		• The Governance & Public Policy Committee and LID identify areas for improvement for the full Board
		• The Governance & Public Policy Committee uses the results of self-evaluations as part of the director nomination process for the next annual meeting.


Key LID Responsibilities
• Assist the Board in assuring effective governance			• Serve on the Executive Committee of the Board
• Call meetings and set agendas for executive sessions of the independent and non-management directors			• Chair Board meetings when the Chair/CEO is not present or when there is any potential conflict
• Ensure that the Board and its Committees function independently of management			• Retain advisors and consultants at the request of the independent Directors
• Confer with the Chair/CEO to develop schedules and agendas for Board and Committee meetings			• Act as a liaison among the independent Directors, the Chair/CEO, and senior leaders
• Confer with the Governance & Public Policy Committee Chair and the Chair/CEO as to Committee membership and Committee chairs			• Coordinate with the Governance & Public Policy Committee Chair and the Chair/CEO in the performance evaluation of the Board and Committees
• Coordinate with the Executive Compensation & Talent Development Committee chair in the performance evaluation of the Chair/CEO			• Evaluate and oversee with the Chair/CEO the quality, quantity, and timeliness of the information submitted by the Company’s management to the independent Directors


Cybersecurity Governance Highlights
• Cybersecurity program is integrated into our overall enterprise risk management framework and factored into our long-term strategy and business continuity plans
• Cross-functional approach to addressing cybersecurity risk, with engagement among IT, Risk, Legal, Compliance, and Audit functions
• Comprehensive reporting to our Board by our Chief Information and Digital Transformation Officer on cybersecurity related matters
• We map the NIST CSF to corresponding legal, regulatory, and industry security practices, which guide our global policies and procedures to identify, protect, detect, respond, and recover from cybersecurity threats and incidents
• Security operations center and cybersecurity analysts who provide 24/7 network monitoring
• Detailed incident response plan specifying escalation and evaluation processes for cyber events
• Mandatory new hire and annual security training for all staff and regular phishing tests to raise awareness and response actions; Artificial Intelligence policy applicable to all employees
• We engage a third-party global firm to conduct an annual cyber assessment and audit using the CSF, and external vendors to validate our security controls and procedures through periodic penetration tests


Director Compensation Table
Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
M. Lauren Brlas	$	132,500	$	171,403	$	4,000	$	307,903
Ralf H. Cramer	$	120,000	$	171,403	$	—	$	291,403
Glenda J. Minor	$	132,500	$	171,403	$	3,000	$	306,903
James J. O'Brien	$	152,500	$	171,403	$	—	$	323,903
Diarmuid B. O'Connell	$	130,000	$	171,403	$	—	$	301,403
Dean L. Seavers	$	127,500	$	171,403	$	—	$	298,903
Gerald A. Steiner	$	152,500	$	171,403	$	—	$	323,903
Holly A. Van Deursen	$	127,500	$	171,403	$	3,000	$	301,903
Alejandro D. Wolff	$	137,500	$	171,403	$	—	$	308,903


			Target Value
Non-Employee Directors			5x annual cash retainer


Name and Address of Beneficial Owners	Number of Shares		Percent of Class*
The Vanguard Group
100 Vanguard Boulevard, Malvern, PA 19355	14,083,522	(1)	12.0%
Capital World Investors
333 South Hope Street, 55th Floor, Los Angeles, CA 90071	10,096,575	(2)	8.6%
BlackRock, Inc.
50 Hudson Yards, New York, NY 10001	9,694,388	(3)	8.2%


Name of Beneficial Owner or Number of Persons in the Group	Number of Shares Beneficially Owned(1)		Percent of Class	Phantom Shares Without Voting or Investment Power(2)
Melissa Anderson	12,834	(3)	*	—
M. Lauren Brlas	10,178		*	—
Michelle T. Collins	—		*	—
Ralf H. Cramer	3,256		*	—
J. Kent Masters	316,435		*	—
Glenda J. Minor	5,893		*	4,346
Mark Mummert	5,609		*	—
Eric W. Norris	72,888		*	—
James J. O’Brien	8,085		*	15,852
Diarmuid B. O'Connell	8,233		*	—
Neal R. Sheorey	2,342		*	—
Gerald A. Steiner	11,946		*	9,627
Holly A. Van Deursen	1,650		*	8,758
Mark R. Widmar	—		*	325
Alejandro D. Wolff	12,986		*	6,326
All directors and executive officers as a group (19 persons)	494,028	(3)	*	45,234


COMPENSATION			ANNUALLY
Annual Cash Retainer			$120,000
Annual Equity Retainer			$170,000
Additional Cash Fees:
Lead Independent Director or Non-Executive Chair of the Board, as applicable			$50,000
Audit & Finance Committee Chair			$25,000
Executive Compensation & Talent Development Committee Chair			$20,000
Governance & Public Policy Committee Chair			$15,000
Safety, Sustainability, Operations & Capital Committee Chair			$15,000
Sustainability, Safety & Public Policy Committee Chair(1)			$15,000
(1) This Committee was dissolved in May 2025


Executive Compensation & Talent Development Committee

Diarmuid B. O'Connell, Chair
Holly A. Van Deursen
Alejandro D. Wolff
Mark R. Widmar


NAME			PRINCIPAL POSITION
J. Kent Masters, Jr.			Chairman and Chief Executive Officer
Neal R. Sheorey			Executive Vice President and Chief Financial Officer
Melissa H. Anderson			Executive Vice President, Chief Business Transformation Officer
Mark R. Mummert			Executive Vice President, Chief Operations Officer
Eric W. Norris			Executive Vice President, Chief Commercial Officer
Netha N. Johnson, Jr.			Former Executive Vice President, Chief Operations Officer


Company Overview			2025 Financial and Operational Performance
2025 Compensation Program Highlights			Market Alignment, Risk Profile and Incentive Plan Design
Shareholder Engagement			2025 Say-on-Pay Vote and Shareholder Engagement
Executive Compensation Framework			Compensation Philosophy and Principles and Pay for Performance Alignment
Executive Compensation Management			Roles in Determining Executive Compensation, How We Use Market Data and the Compensation Risk Assessment
2025 Compensation Decisions and Outcomes			2025 Base Salaries, Annual Incentive Plan and Long-Term Incentive Plan Decisions and Outcomes
Other Compensation and Personal Benefits			Other Compensation Policies and Guidelines


2025 Annual Bonus Plan			Performance under our 2025 Annual Incentive Plan included achievement of adjusted EBITDA at 115% of the target performance goal and Operating Cash Flow Conversion Rate at 113% of the target performance goal. These strong results drove a total weighted payout of 151.5% of the target payout.
2023 PSUs (2023-2025 Performance Cycle)			2023 PSUs paid out at 90.1% of target for relative TSR and 0% of target for adjusted ROIC. 2023 total realized LTIP value represents approximately 27% of the original target value due to a combination of performance and stock price impact.


Invited 45 institutional investors, representing 66% of our outstanding shares1 to meet with our engagement team			Met with 13 institutional investors, representing 37% of our outstanding shares2
Meeting Participants •Lead Independent Director •Chair of the Executive Compensation & Talent Development Committee and Chair of the Governance & Public Policy Committee			Key Themes of Feedback 1) Pay and performance alignment 2) Rigor of the relative TSR metric 3) Disclosure of forward-looking LTIP goals and transparency around individual performance considerations under the annual incentive plan


Invited 75 institutional investors, representing 78% of our outstanding shares1 to meet with our engagement team			Met with 9 institutional investors, representing 27% of our outstanding shares2; many investors declined to engage, indicating they had no outstanding issues to discuss Engaged with two leading proxy advisory firms: ISS and Glass Lewis
Meeting Participants •Lead Independent Director •Independent members of the Executive Compensation and Talent Development Committee			Key Themes of Feedback 1) Shareholders who engaged with us expressed an understanding of the challenging lithium market environment Albemarle is navigating, while balancing retention of key executives and incentivizing shareholder value creation through the cyclical market environment 2) Complemented and supported the Board’s preliminary responsiveness actions developed based on the Spring 2025 engagement effort 3) Reaffirmed that planned changes to the compensation program were supported.


Key Themes Heard			How the Committee Addressed
Pay and Performance Alignment Shareholders encouraged the Committee to continue ensuring that pay remains appropriately aligned with performance and shareholder experience			Fiscal 2025 Compensation Alignment Throughout our off-season engagement discussions, most shareholders who met with us appreciated alignment of realized pay as being reflective of shareholder experience. The Committee believes CEO compensation in fiscal 2025 was closely aligned with our performance and shareholder experience •2025 Annual Incentive Plan paid out at 151.5% of target payout, reflecting our strong adjusted EBITDA and Operating Cash Flow Conversion Rate performance •Fiscal 2023 PSUs associated with the 2023-2025 performance period paid out at 90.1% of target for rTSR PSUs and 0% for adjusted ROIC PSUs, demonstrating alignment with shareholder experience over the applicable three-year period Pay-for-Performance 2026 Compensation Program Enhancements •In response to shareholder feedback, the Committee approved a revised compensation peer group to better reflect Albemarle’s company size based on revenue and market cap. Changes include removing Dow Inc. (DOW) and Freeport-McMoRan Inc. (FCX) and adding Cabot (CBT), H.B. Fuller (FUL), Avient (AVNT) and Ashland (ASH) •The Committee rebalanced equity mix by shifting to 60% target PSUs and 40% RSUs (from 50% target PSUs, 25% RSUs and 25% stock options) to strengthen the performance-based component of the long-term incentive plan tied to pre-set goals
2026 Rigor of the rTSR Metric Several of our shareholders expressed a preference for a relative TSR target to be set above the median performance			Increase the rigor of the rTSR metric •For 2026 PSUs rTSR target performance level increased from the 50th percentile to the 55th percentile
Greater transparency around performance goal disclosure Some shareholders who engaged with us indicated an interest in seeing forward-looking LTIP goals and more granular disclosure around individual performance considerations under the Annual Incentive Plan			Enhanced 2025 CD&A disclosure •Disclosed forward-looking goals for 2025 PSUs in this year's proxy disclosures, covering the 2025-2027 performance period •Included expanded disclosure focused on individual performance considerations that informed the 2025 annual incentive plan payouts Updated 2026 Annual Incentive Plan Design •Removed the individual component in the annual incentive plan for executive officers starting in 2026 to drive team alignment around company goals and improve payout transparency


Q: With CEO pay positioned above the median of the compensation peer group, why has the Board not decreased total direct compensation to better align with the peer group based on Albemarle’s lower revenue and market capitalization due to lithium price declines? Mr. Masters' contract as a CEO was established at the beginning of 2023 at the end of a period in which absolute TSR for the prior year was above 200%, while relative TSR for the same period was at the top of the peer group (100th percentile). Since the contract was established, lithium prices have moved sharply downward, negatively impacting Albemarle's revenue, stock price, and total shareholder return. Management does not have control over lithium price movement and the volatile price decline has created a very challenging environment for Albemarle. As a result, the Board believed that shareholders would best be served if Mr. Masters were encouraged to successfully complete the full term of his employment agreement. Further, the Board felt that an attempt to change the terms of the agreement would have been potentially disruptive to management continuity and would have weakened Mr. Masters’ alignment with shareholder interests. Given Mr. Masters’ ten years on the Board and six years as CEO with Albemarle, an above median target pay level is appropriate for his level of experience and tenure. Albemarle's 3-year TSR positions it at the 47th percentile of the 2023 peer group, its 2-year TSR at the 73rd percentile of the 2024 peer group, and its 1-year TSR at the 94th percentile of the 2025 peer group, demonstrating improved relative performance as it was navigating the low-price environment. Albemarle will use the compensation peer group adjusted for its lower revenue as its reference for determining total direct compensation for Mr. Masters' successor. TSR is calculated using the difference between the 20-day average stock closing prices at the beginning of the performance period and the 20-day average stock closing price for 2025.


Pay-for-Performance			•Set majority of compensation as variable and at-risk •Ensure an appropriate balance between annual and long-term incentives commensurate with the executive's decision-making time horizon •Tie incentives to performance against financial, operational, strategic, and individual goals •Use quantifiable and measurable performance metrics that are clearly disclosed •Provide significant upside potential and downside risk for superior and low performance •Ensure management is incentivized to focus on what they can control, while muting the impact of changes in market lithium prices
Pay Benchmark			•Compare our compensation practices against appropriate peer companies to enable us to attract, retain, and motivate high-performing executives •Utilize a competitive range around median against the compensation peer group as one factor for determining target compensation •Evaluate factors including performance, scope of responsibilities, and impact on the Company's performance


Align Interests with our Stakeholders			•Reward long-term financial results that drive financial value creation through a balanced equity mix •Operate meaningful share ownership guidelines •Design programs that discourage unnecessary or excessive risk-taking •Cap payout opportunities under the incentive plans •Maintain a clawback policy that covers both time and performance-based awards made under our incentive plans
Maintain Strong Governance Practices			•No tax gross-ups (unless provided pursuant to our standard relocation plan) •No single-trigger accelerated vesting upon a change-in-control •No discounting, reloading, or re-pricing of share options without shareholder approval •No guaranteed compensation or increases •No excessive perquisites •No dividends earned or paid on unvested RSUs or PSUs until such awards vest •No strict targeting of compensation to a specific percentile of our compensation peer group •No hedging, pledging, or short selling of Company stock


Executive Compensation & Talent Development Committee
•Develop, amend, and approve executive compensation and employee-related compensation and benefit programs to remain consistent with our values and philosophy, and support the recruitment and retention of executive talent
•Determine and approve the appropriate level of compensation for all executive officers
•Determine and approve short- and long-term incentive plan targets for all executive officers
•Evaluate performance for the CEO and determine compensation for the CEO and other NEOs
•Select the independent compensation consultant and determine the scope of its engagement
•Review talent programs with a focus on workforce and executive development to ensure the Company has the capability required to execute its strategy
Independent Directors of the Board
•Review and approve talent development and succession plans for the NEOs
•Appoint executive officers
CEO
•Evaluate performance of the executive officers and make compensation recommendations to the Committee (other than for himself)
Independent Compensation Consultant
•Provide expert input on market trends and broader developments in executive compensation, as well as assess the extent to which the Company's compensation programs, policies, and practices align with our business and talent strategies and investor expectations
•Analyze the prevailing executive compensation structure and plan designs and help the Committee assess the competitiveness of our compensation program in the context of aligning executive officer interests with those of our shareholders


Universe of Publicly Traded Companies			•Traded on major US exchanges •Standalone companies domiciled in or with pay/disclosure practices consistent with the US
Industry			•Chemicals •Diversified Metals & Mining •Precious Metals & Minerals
Size			•Revenue within 0.4x - 2.5x of 2025 projected revenue as an indicator of complexity and scope for executive roles •Other size indicators include asset base and production volume
Business Model (Quantitative)			•Strong-growth trajectory (volume and/or price driven) •Strong operating margins (EBITDA margin) •Market-to-Capital premium (a sign of investor confidence)
Business Model (Qualitative)			•Global Operations (international revenues as a % of total) •Value-added extraction/processing •Business-to-Business sales model •Direct competitor for talent (add to peer group if company meets this criterion)


2025 PEER GROUP
Air Products and Chemicals, Inc. (APD)			FMC Corporation (FMC)
Celanese Corporation (CE)			Freeport-McMoRan Inc. (FCX)
Chemours Company, The (CC)			Huntsman Corporation (HUN)
Corteva, Inc. (CTVA)			Mosaic Company (MOS)
Dow Inc. (DOW)			Newmont Corporation (NEM)
DuPont de Nemours, Inc. (DD)			Olin Corporation (OLN)
Eastman Chemical (EMN)			Westlake Chemical Corporation (WLK)


Q: How does the Committee ensure the peer group remains appropriate in the cyclical industry environment, particularly when assessing performance and compensation competitiveness over time? We review the peer group on an annual basis, while avoiding peer group changes based on the short-term outlook for the Company. We maintained the 2024 peer group for the 2025 compensation cycle. Revenue is one of the many factors we consider for determining our peer group. With Albemarle's revenue strongly dependent on market lithium prices, we use a regression analysis to adjust the market and peer group data to reflect the lower revenue, rather than changing the peer group on an annual basis. Due to the change in lithium pricing and its impact on our revenue, the Committee adjusted the peer group data for 2025 by adjusting down the median revenue from $12 billion to $8 billion to reflect Albemarle's relative size to peers. This adjusted benchmark was used as a reference point in setting 2025 compensation levels for executive officers. In reviewing the 2026 compensation peer group and shareholder feedback received throughout 2025, the Committee made additional changes to the peer group to further align with Albemarle's revenue of around $6 billion as it is negatively impacted by lithium prices that continue to be low compared to 2023 price levels. As a result, the Committee approved the removal of Dow Inc. (DOW) and Freeport-McMoRan Inc. (FCX) from the peer group, while adding Cabot (CBT), H.B. Fuller (FUL), Avient (AVNT) and Ashland (ASH) for a balanced peer group composition.


Executive Officer	2024 Year-End Base Salary		2025 Increase Percentage		2025 Annualized Base Salary
J. Kent Masters, Jr.	$	1,400,000	—	%	$	1,400,000
Neal R. Sheorey	$	600,000	5.0	%	$	630,000
Melissa H. Anderson	$	551,250	5.0	%	$	579,000
Mark R. Mummert	$	475,000	8.2	%	$	513,973
Eric W. Norris	$	640,180	2.9	%	$	659,000
Netha N. Johnson, Jr.	$	636,571	3.1	%	$	656,000


	Metric	Rationale	Weight
Short-Term Metrics	Adjusted EBITDA	Incentivize management to meet and exceed target earnings while aligning with our focus on growth and efficiency.	45%
	Operating Cash Flow Conversion Rate	Incentivize management to meet and exceed target cash flow conversion in support of efficiency, debt reduction, and growth.	30%
	Stewardship	Stewardship goals incentivize management, consistent with our values to be good stewards. Stewardship goals consist of three factors: 1) occupational safety, 2) process safety, and 3) environmental responsibility.	10%
	Individual	Emphasize individual accountability with individual goals aligned with our strategy.	15%


Q: Why did the Committee introduce Operating Cash Flow Conversion Rate metric for the 2025 Annual Incentive Plan, replacing Adjusted Cash Flow from Operations? The Operating Cash Flow Conversion Rate metric measures the effectiveness of converting EBITDA to operating cash flow. This metric instills operational discipline on cash generation through sustainable changes in how the Company manages its supply chains, vendors, customers, joint venture contracts, and other key management decisions to drive value. Q: What is the difference between these two metrics? This metric more effectively rewards disciplined management of Operating Cash Flow, as it is less sensitive to lithium price fluctuations. The conversion rate provides a relative metric, thereby removing the need for a lithium price adjustment mechanism.


Enterprise			Performance Range			Performance after Lithium Price Adjustment
Financial Performance		Weight	Threshold	Target	Superior	In Millions USD	Performance Relative to Target	Weighted Payout

			70%	100%	130%
Adjusted EBITDA in Millions USD		45%	$634	$906	$1,178	$1,039	114.7%	67.0%
			85%	100%	115%
Operating Cash Flow Conversion Rate		30%	51%	60%	69%	68%	113.3%	56.7%

Stewardship		Weight	Threshold	Target	Superior	In Numbers	Performance Relative to Target	Weighted Payout

Occupational Safety	OSHA Recordable Rate	4.0%	≤0.19	≤0.14	≤0.11	0.13	133%	5.3%


Process Safety	Severity Score	3.0%	≤14	≤10	≤6	8	150%	4.5%
Environment	Level 2 Environmental Incidents	3.0%	≤7	≤5	≤3	5	100%	3.0%

Payout Opportunity			50%	100%	200%	Initial Company payout*		136.5%
	Business holdback due to average individual performance above 15%							(1.9)%
				Final business performance payout*				134.7%